Beware of Chaos
by S.A. Thorup
Summary: When Twilight Sparkle tried to wield Starswirl's last spell, she almost overturned Ponyville with unwitting chaos. However, the story of the spell started long ago, back with Starswirl the Bearded himself, and he could not guess what consequences his greatest spell would have as he himself tried to use it. Rated T for some rough violence later in the story.
1. Prologue

352 BC (Before Chaos), Pre-Classical Era

The Wilds (later known as Equestria)

Spring

He always went up on the ridge to watch the sunrise. Starswirl, a colt no older than eight years and whose withers barely reached his father's knees, always found the glowing orb of light fascinating. What magic made it? What magic bore it skyward? And as the sun rose across the Wilds, the moon fell into the west, dancing in harmony with its celestial sibling.

Starswirl lay in the grass, breathing in the dew of morning as the sun flared across the fields and between the mountain flanks. His horn glistened and wind whistled around its spiraling form. He was a blue-gray pony, with an indigo mane and tail he kept cut short to better travel through the Wilds with his family. His haunches were blank, a fact he chafed at so often that it distracted him from chores and earned him his mother's reprimand.

The sun finished breaking from the horizon, and Starswirl rose and shook his legs. Below the ridge was a wild meadow, and behind him the ancient forest that presided over at least half the valley. He, his parents, and his sister had moved here that summer so his sire could study more plants for his potion lore. Normally nopony ever visited the Wilds; few knew about it, and most of those that knew about it considered it either a sacred place or a cursed wild not fit for any sentient creature.

He chuckled as he eyed some of the flowers in the meadow. His father saw the Wilds as an opportunity to study and learn things for ponykind, and not something to be feared.

Starswirl blinked his pale eyes as he looked up from the meadow. Something was coming from the east, something as bright as a noon-day sun. He heard two sets of large wings and the powerful breaths of their owners. He scrambled back as the approaching orb of light flared into streamers of energy. Some roved across his pelt, and as soon as they touched him, a marvelous calm flowed through him.

He watched the remaining light dissipate, and left in its place were two creatures of legend: alicorns, hovering above the ridge as they gazed down upon him. One had the purest white coat, and her mane and tail flowed in a rainbow of colors through the air. Her companion was the color of midnight, her mane and tail a canvas of stars that seemed to dance of their own accord. The white alicorn bore a sun upon her haunches, and the blue alicorn a black night and a crescent moon upon hers. Both had strong, stream-lined bodies and small snouts, beauties among ponykind. Their eyes glowed with powerful magic.

Starswirl found his jaw hanging, and he quickly jammed his hoof against it to close his mouth. They continued watching him for some time, and his blank thoughts began to piece themselves back together as he examined them. Despite the obvious glory and power they held, he found they looked only a little older than he, not even adults. At the same time, he could not even mentally call them fillies. They had to be as old as the oldest mares, perhaps beyond old.

_Immortal_ was the word that finally filled the description for the two alicorns.

He finally found the sense to bow to them. All ponies knew of alicorns. They called themselves Princes and Princesses. Powerful beings who brought harmony to everything and everyone they met, who threw down tyrants, destroyed evil, sought out truth, and ruled their respective kingdoms with wisdom and love.

Starswirl waited for them to do something, and secretly hoped they would offer him a few words.

The two alicorns finally thumped their hooves onto the ridge, but kept their wings flared, their glowing eyes returning to their normal states. The white alicorn had pink eyes, and the other eyes like stream-water.

"Who are you, and what are you doing here?" the dark blue alicorn demanded. Starswirl flinched at the strength and reproof in that voice. She may have looked like a filly, but her voice was as a mare's.

"I-I-I am Starswirl," he gulped. "I am here with-with my family, see, and we're––"

"You are in danger," the white alicorn said much more softly than her companion. Again came that _immortal _tone that sent a shiver down his spine. "Perhaps we must explain, Starswirl."

"We do not need to explain anything, sister," said the younger of the two. It was not unkindly towards him, but she seemed to be in a hurry, her stiff body screaming concern.

"I am Celestia, and this is Luna, Princesses of the Sun and Moon," the white alicorn explained without even a glance at Luna. Luna let out a low growl and lowered her head slightly. Celestia approached Starswirl and touched her horn to his. A magical shock passed through him, and he leaped to his hooves with a snort. "Don't be afraid of us."

"Sun and moon?" he wheezed. Dizziness washed across him. The bringers of light in both day and night, gods of legend and life. All his life he had been told the unicorns brought day and night, as no one else knew if these alicorns even existed. A lie had been turned to truth; such was the way of the alicorns.

The dizziness fled as he met Celestia's eyes.

"We are on search for a corrupt alicorn who could bring destruction to this land," she explained. "We have just arrived in this valley, but if you can help us, please answer this: have you seen such a being pass through these lands, or through the three tribes of the north ponies? He is blacker than the new moon, and lightning and death follow his every step."

Starswirl's thoughts ran wild, and he tried to gather them back in. When Celestia's words truly began to register, he felt dread seep into his entire being. A corrupt alicorn? How was that even possible? All alicorns were goodly beings, and wouldn't harm anypony if they could help it. He finally shook his head.

"I...I've never evenheardof something like that," he muttered. "What is happening?"

"He kills and kills, and never holds back," Luna hissed. "He kills alicorns and ponies alike. He must be stopped."

All Starswirl could do was shake his head.

"We will watch over this land for a time, and then we will leave," Celestia decided, speaking now to Luna. "We must stand guard until we are sure he knows not of this valley." She turned her elegant head towards Starswirl, and he automatically bowed. "Tell your people of us this day, Starswirl, but forbid them from the Wilds. There will be a time when they will find it, when this danger has passed, and love and harmony fill the hearts of the ponies. You will know what to say to them."

"Y-y-yes, Princess Celestia," he said.

"Go to your family, and return all to the land of the unicorns," Luna commanded. "Go with haste, and quiet now, Starswirl."

"Your wisdom and guidance will be a boon to your people," Celestia said, once more tapping her horn against his. He didn't move away this time. He closed his eyes instead, and saw a sky of stars, swirling and dancing like those in Luna's mane. Each seemed to whisper to him. Each had a story and a truth to share. Starswirl tried to drink in everything he saw and heard, but only understood one star:

"_Beware of chaos."_

The vision blackened, and he lifted his head and opened his eyes. Celestia and Luna rose from the ridge as one. Their auras, one of gold and the other of blue, shimmered, and they vanished in a muted explosion.

Starswirl fell onto his bottom, blinking rapidly. Was everything that just happened real? His limbs trembled, his nostrils quivered. He tried to stand, shaking his entire body rapidly. He gazed at the sky and remembered the stars, and the one truth he had actually understood sickened him.

_Beware of chaos._

Starswirl was reluctant to leave the ridge, abruptly weakened as he was, but turned down to the treeline anyway. Was this what it felt like to be touched by alicorn magic? Weak, feverish, sight swimming as he tried to navigate the underbrush of the woods, Starswirl found he didn't like it too much.

He stumbled to a stop before a narrow stream. The thought of crossing it made him sway back and forth. Starswirl squinted at the stream, trying to find the crossing area, and located the part that had a pool caught into a dip of the shore. He lowered his head for a drink, wondering if alicorn magic caused one to become extremely thirsty as well, and stopped. His lips hung but a few inches above the cool liquid, and once more he was taken aback by what he saw.

Sprouting upon his chin were pure white hairs. He tilted his head up and to the side with a nicker. He swung his head against the water with a splash and waited for it to still once more. The white hair was still there.

…...

When Starswirl led his family home to the unicorn kingdom, none could fathom what this new appearance could mean. The Princesses, the vision, Celestia's mark upon a unicorn that happened to be there the same time she did...Starswirl could not understand it all then. However, as he grew into a stallion, he found himself taking part in councils and studies, found his magic growing with the visions of the stars. As he grew to understand those stars, then did his mark of adulthood come into being upon his haunches. The stars whispered and whispered truth after truth. But always that first warning came back to him, and always did he recall it with foreboding:

_Beware of chaos._


	2. Chapter 1 - Lost Expectation

7 BC, Pre-Classical Era

Equestria, or Confederate of the Tribes

Spring

Unicorn, pegasus, earth pony. All intermingled in a feast of love and camaraderie never seen before in the northlands. The Great Hall stood as monument to the new confederate, a building that had been two years in the making. It was lit by magic, engraved by the finest pegasus artisans, and held a fragrant garden cultivated by earth ponies.

At the head of the hall were three large cushion-seats with arched, cushioned backs. Upon the first was King Titanium, king of the unicorns, his silvery pelt adorned with a purple cape; next to him stood his daughter, a pure white unicorn named Princess Platinum. Upon the second was Commander Hurricane, dressed in all his resplendent battle regalia, with his twitching companion Pansy beside him. The last seat was empty, for Chancellor Pudding was busy raiding the main table for every sweet thing she could find.

Starswirl stood near a column to the side, and he lifted his pale eyes to the banner hanging above the three united thrones of Equestria: Celestia and Luna, circling forever around the sun and moon, balancing light and day. He sighed and looked away, his long beard brushing his chest and the bells on his hat jangling weakly.

"Master."

Starswirl lifted a leg automatically should he need to flee, but relaxed when he saw it was just Clover the Clever, his faithful apprentice. She wore a new cape gifted by the unicorn king, covering much of her dark purple body. Her bright purple aura carried a plate with steamed vegetables and spiced flowers.

"You haven't eaten yet," she said with her quiet, observant tone, her almost glowing purple eyes looking with no fear upon the most powerful magic-caster of the Confederate. "Please Master, the fasting ended. You gave strength that we would be united, gave your food to me to help the Princess. Please, taste your victory."

Starswirl's white aura accepted the plate, and he held it near him. Clover watched him expectantly, but she frowned when he returned a longing look to the new banner of Equestria. She came to his side and pressed her flank against his, and her warmth lent him some strength to speak.

"I...I had hoped they would be here, when we claimed this land," he mumbled. "The danger, the black alicorn they spoke of, must have passed long before we came." He grunted. "It is good."

"They must have been amazing!" Clover chirped, tossing her head. Starswirl smiled at her, and began to lift food from his plate to his mouth.

…...

Midway through the feast, King Titanium called for quiet.

"Starswirl the Bearded, come," he boomed. Ponies stomped their hooves as the old unicorn stepped up the dais. His bell-lined cape sung over each step. Starswirl bowed his head and neck to Titanium, who waved a hoof. "You told of a day when everything would be in harmony and peace. Did not the alicorns prophesy this to you?"

He checked Titanium's words and tone, and was aggravated when he sensed some derision there. Many of the ponies in this room were of newer generations, and probably at least half of them didn't believe in the alicorns, for the alicorns had never appeared to them. However, all of them never took Starswirl's wisdom and cool calculating for granted. All looked for his reaction; some were stunned to hear Titanium say such a thing.

Starswirl showed no reaction save to speak truth.

"Yes, my liege. Celestia and Luna knew this day would come, and it has been a glorious day."

More stomping. The hall vibrated with the applause.

"Alicorns are a separate kind of royalty, as the legends say," Commander Hurricane commented for all to hear. "Will this Celestia and Luna come and usurp the power we have united? Will their place on our banner, a banner _you _created, mean more than harmony? Will it mean conquering?"

Starswirl resisted glaring at the commander. Instead of answering him directly, he turned to the Great Hall and the ponies therein.

"My friends," he said, his gravelly voice reaching to every ear, "for you [i]_are__[/i]_my friends, and I love you enough to use every ounce of my magic to preserve you. What I saw those centuries ago meant a promise of harmony. These alicorns represent harmony and balance, and would not usurp unless our leaders were evil, which they are not. I can't say where they are, or why they left this valley, unless the darkness they warned me of passed on to another place and time. I would not lie to you. Believe you me when I say that Titanium, Hurricane, and Pudding are our rightful rulers?"

Hooves clacked and ponies whistled.

"The windigos almost took us because we were falling into chaos," he said as the applause died down again. "Only love saved us. Remember this."

He swerved back to Titanium and bowed his head, a request for dismissal. The king waved his hoof again, and Starswirl returned to his shadow by the pillar as the feast resumed. Clover waited there, and she slashed her hoof across the marble tile.

"Master, they don't seem to understand," she sighed. "They act like spoilt foals, who won't go away from their mothers' milk."

"I don't know if they will ever understand what they themselves have created," he said, hoping to calm his apprentice. She folded her ears back, and he wiped a tear from her eye with the edge of his hoof. "You are wise beyond your years, Clover. These ponies will need you."

She blinked, bucking her head up and lifting her ears.

"Master?" she whispered.

"I will be going up to the observatory one last time," he explained, voice so low she had to bring her head next to his to hear. "I have a great work, a great study, to finish. One that I hope will unite all of us body and soul...I am afraid for this people."

Clover stared at him. He wanted to explain everything, but he held his tongue. Even she could be in danger from corruption, did he not complete his greatest masterpiece, the spell that would perfect harmony in Equestria. He was old, beyond normal pony years, and knew his time was almost done.

_Beware of chaos._

He would never let chaos enter the tribes again if he could help it.

"Why are you afraid, Master?" Clover finally asked. Starswirl gazed upon all the ponies he loved, even the stubborn, united leaders that founded Equestria. From table to dais, to dais to flag...he saw Celestia and Luna in his mind's eye, felt the love they had exuded despite their concern and despair over the black alicorn and Starswirl's own welfare.

"I'm afraid that they'll never come back," he finally told her. He swallowed heavily and walked with a heavy trod to the main door.


	3. Chapter 2 - Last Page

Only Clover went with him up to the mountains. In the Spring, the mountains still captured fierce weather storms the pegasi were only barely learning to control. Starswirl had long learned to deal with the flurries of snow, the wet downpours, the fierce winds that molded the wild crags of the mountains. He used his magic to shield him and Clover, and loved to look down into the valley of Equestria and see the fields being worked and buildings being built. It was a signal of hope to him.

But ponies could have shifting hearts, he knew. Starswirl himself had doubted the Princesses' prophecy many times growing up. But he had learned to focus on the present and let prophecy be, and he had become a powerful magic user in a great new era of peace, one he hoped would not be ruined by any wrong ambitions among his beloved people.

Starswirl had decided many years ago he had a destiny to fulfill: to grant himself a power that would enable him to watch over these ponies, and to intervene should their hearts turn cold once more. And if not himself, then at least Clover could take up his mantle, for the grave seemed closer to him than ever since Equestria was founded.

Starswirl climbed up the last set of magic-carved stairs and smiled. Before him was a small building he shaped out of the living stone of the mountain, with a large bulb for his observation telescope and deck. It was closed now, sealed against the weather and intruders, and no doors were apparent on the building.

Clover kept close behind him as he stepped down to the courtyard. His already glowing aura flashed a spell outside their protective bulb, and the courtyard split into more stairs. The two entered, and the rock slammed shut behind them.

The unicorns created a ball of light each, and Starswirl trotted down a hall and went into his study. Here he lit crystals with his light, and they emitted a wonderful golden glow. They revealed walls covered with star charts, maps, mathematical calculations, awards, and various instruments he himself had invented. Starswirl breathed in the scent of paper and metal.

"What will you do, Master?" Clover wondered.

"I must meditate," he replied, floating his hat to a coat rack. He undid his cape as well and hung it beneath. His body was bony and knobby with age, his blue-gray coat patched with white on his belly. As usual, he kept his age-whitened mane and tail short for convenience. His mark of adulthood, a star with mist swirling from its several tips, sat bright on his haunches. "The stars have yet more truths to reveal."

Clover nodded. She knew about his star-visions, and about how those visions were responsible for the enormous amount of spells he had invented, for all the thick and thin volumes that filled the tall bookshelves on one side of his study. No unicorn before him had possessed such knowledge of magic-lore, and perhaps no unicorn after would.

However, despite all his knowledge and wisdom, his fear of the alicorns never returning made her fearful in return.

"Master, perhaps a warm cup of tea would be suitable before we delve into our work...?" she suggested, gesturing to the small table sitting under his own homemade banner of the alicorn sisters. He waved a hoof in dismissal as he headed to an anteroom next to his large drawing desk, and Clover shrugged.

"Go ahead, and do no interrupt me," he said, focused on the task at hoof. He slammed the door shut, and Clover began to heat up water as she pondered on Starswirl's task. All she knew about his "great work" was that he wanted it for all the ponies in Equestria. It would touch all of them in some manner. But how?

…...

Three years passed at the observatory. Only Clover left to get food storage, and would serve her master as he sat scribbling at his drawing desk. He sat up some nights gazing at the moon and stars through his telescope, muttering to himself and making yet more notes. He was still congenial to her, allowing her to explore his notes and books to improve upon her own magicks, and engaging in both light and deep discussions, but there was an edge of something about him that grew and made her nervous. She could not say what it was.

She started sensing it after she noticed how much he consulted the stars in the visionary room, the anteroom by his desk. Before the Confederate was born, she had only seen him go in that room three times in the ten years of her apprenticeship. Now he went daily. He would come out weak, sometimes rather confused––once he even mistook her for someone else.

Clover the Clever was smart enough to recognize a growing sickness, especially one that involved magic. She finally voiced her concern to him over a cup of tea at the table one warm summer night.

Starswirl was silent, his pale eyes focused hard on his cup.

"I have induced the visions much more than ever," he breathed, the tea steam swirling before him. "It drains me. But I need all of their wisdom now, more than ever, for my task."

"But...but it's hurting you, Master," she said, placing her hoof on the table. "Please, take a break, work on something less potent. You haven't left the observatory since the great feast. You haven't been able to enjoy everything we worked to build down there in the valley."

"You give me news, and it is enough," he stated with a small smile. "It sounds wonderful, dear. Tell you what: have a day off, and stop worrying about me. Go down into Ponytown and get yourself a cup of grass brandy, and buy yourself a gift." He levitated several bits from his cape pocket and placed it under her hoof. "Say hello to your friends. I'll be fine."

"Your friends miss you, Starswirl," she blurted. Clover covered her mouth with a hoof, startled at her own forwardness; it was forbidden, as his apprentice, to so casually address him by name. She had done it twice before, and each time she had been punished with extra chores.

As Clover grunted to cover her mistake, Starswirl simply drank some more tea and stepped wearily to his drawing desk, where his brown journal, his sacred volume that contained the most potent of his spells, lay open. Clover eyed it, noting he had written notes on the very last page, and she shivered.

The last page. She could only think of death for her master after he filled up that last page, for she felt he would have nothing else to write about magic.

"Yes, master," she finally agreed. She used her aura to lift her saddlebags from her desk, floated some items and the bits into the pouches, and strapped it around her barrel. Her hooves clicked slowly as she left the study.

…...

Starswirl stared at that last page for hours into the night. He lost all concept of time, his thoughts lost on visions and hopes and the excitement of his grandest spell yet, one that would unite all the ponies and place himself in position to save them from their own corruption, should that happen. He poured all his passion and love into that spell, and hoped his intentions would fill the words waiting to flow from the tip of his quill.

He looked at the space in the middle of the last page and took a deep, trembling breath. Was this the right thing to do? He had asked himself that more and more often as he approached the end of his journal. He had even consulted the ethereal stars of magic, his gift from Celestia herself, but they had never answered his question. Then when such pondering came to naught, unfailingly came their warning from the very start.

_Beware of chaos._

Starswirl dipped the quill in the inkwell, summoned his aura, and then both spoke and penned the magnus opus of his entire life:

"_From one to another, another to one. A mark of one's destiny singled out alone, fulfilled."_

Starswirl's vision exploded with white. His horn blazed like a torch. He cried out and stumbled back from his stool. He felt himself crash into the table, and his head snapped back as a powerful ball of magic shot from his horn. He heard things crashing, exploding, ripping, metals shrieking as they were rent in twain. He blinked his eyes rapidly, trying to clear them as his spell finally blasted up the stairs to the observatory.

Starswirl recalled he had left the telescope dome open, and he galloped in what he thought was the right direction. He stumbled against his fallen shelf and took a leap, his still sparkling aura trailing in an arch of white over him. He thumped into the stairwell and thundered upwards, his eyes still blank with magic, and he gritted his teeth over his flowing beard.

The white finally faded from sight, and he slid to a halt beneath the observation deck. He heaved breaths in and out as his aura faded away, and he stared at his large telescope. Light projected _from _the instrument and into the sky, dark sparks of magic floating through the bright column. He squinted through the open section of the dome, and saw that the whole night sky appeared frosted with the magic, and that small dark sparks were falling from it like some unnatural snowfall.

Sweat foamed the length of Starswirl's body, and an overwhelming exhaustion took him. His knees folded beneath him, and he flopped onto his side. His eyes rolled closed. If it was death soothing him to sleep, he prayed it would not take him now. He had to see what his spell had done.


	4. Chapter 3 - What Starswirl Did

Starswirl sighed as he awoke. His vision was blurry, and every old bone in his body ached. His very blood tingled in protest to his spell, and he knew it would be some time before he could safely use magic again.

He let himself lay on his side, focusing on clearing his vision. As his eyes regained their strength, he saw that it was raining outside, and that his telescope and deck were drenched. Starswirl nickered and forced his hooves under him. A chill swept across him, and he decided a warm bath would do him good.

Starswirl went to the manual levers and pressed them down by hoof, and the dome doors slid closed. The crying sky pattered hard against the dome as he worked his way by feel to the study.

He managed a small spark of magic that lit one of the yellow-glow crystals and groaned. Papers and books were everywhere, and some of his instruments had been shredded like confetti paper. The table was cracked, and the Equestrian banner hung from one nail, itself almost completely torn in two between the alicorn sisters. He walked by this with unease and made it to his desk. Only his journal seemed to have survived the spell, still open to the last page.

"Perhaps the wording was wrong," he murmured. He recalled how the spell had somehow bounced into his telescope lens and projected his mistake all across Equestria, surely even beyond the valley. He did not look forward to ponies from the tribes investigating the matter, especially those from Pudding's lot.

He chuckled to himself, knowing he should not be hard on anypony for wanting to investigate a disturbance. These were delicate times, and every precaution should be taken.

Starswirl then realized that Clover had not returned. Even if her errands took her late into the night, she always returned by morning, ever loyal to her mentor. She had never failed him.

"Clover?" he called down the main hall. His voice echoed through the adjoining halls where their bedrooms were. He waited a moment, ears stiff as he listened for a response. "Apprentice, come!"

Shivering slightly, he made his way to her room and found it empty. Starswirl checked his own room, with the same result. Fear cut through his chills, and he ripped his hat and robe from the rubble of the study, packed a saddlebag with his journal, and galloped to the exit.

…...

It was still a torrent as Starswirl made his way down the mountain. He had only seen such a ferocious storm in the northlands, when the pegasi had sent a hurricane at the unicorn kingdom. He watched the skies for any sign of a pegasus, wondering if such was the case now, but he was even more disturbed when he saw and heard none in the sky.

It took him a good hour to navigate the paths to Equestria valley. The farm fields were nearest to the trailhead, and to Starswirl' great astonishment, he saw two unicorns working the fields. They sloshed through mud, dug with horns, ripped up both weeds and good plants. Some simply lay in the mud singing. Others lay doing nothing at all.

He shook his head with a snort and galloped towards Ponytown, passing many such strange sights. So many of these ponies he was at least acquainted with, but all of them did that contrary to what seemed proper for them. He saw many earth ponies lighting fires and running amok with torches, some turning to the Everfree and lighting trees on fire. One pegasus he passed claimed it knew magic, but no matter how hard it tried to focus on its non-existent horn, nothing happened.

Starswirl made it to town, where hundreds of ponies wandered about aimlessly. Odd how they didn't stay out of the rain. He halted, his bells jangling. He smelled fear and confusion. Some ponies glanced at him, one offered a wave, but none smiled. Every time he looked at them, something was off.

He spotted the brown cloak and purple fur of a certain pony he loved, and he trotted to her.

"Clover!" he whinnied. She stopped her slow shuffle and looked at him, her mouth full of braided reed-straps used for harnesses. He hugged her with one leg and then backed away. "Is everything alright?"

"I...I think so," she mumbled over the straps. She spat them out and flicked her ears free of water. "I'm sorry, Starswirl. I really need to get back to work. The farm warehouse needs these braids."

"Work?" he demanded. She picked up the braids with her mouth rather than with her magic and tried to move around him, but he stomped in front of her, neck arched in authority. "Clover, if it had been an emergency that held you back, I would understand, but you left me with undue concern when you never––"

She danced around him and galloped away, cloak fluttering. He growled and sprinted after her, his hooves tearing up clods of dirt and grass. Ponies stared as they blurred past. Starswirl panted and gulped, knowing his reserve of adrenaline wouldn't last him forever.

Starswirl glanced to the side and saw a scaffold against a partially built tower ahead of them both. Nopony was on it. Mustering up his aura, he created an explosion at the base, and it toppled over like a tree. Clover skidded to a stop as it crashed before her. Starswirl crashed into her, using his head and horn to flip her onto her side, and he stood over her with legs on either side of her body.

"What did I do?!" she shrieked, the straps flying from her mouth. Tears grew in the corners of her eyes, almost camouflaged in the rain. "I'm a worker, a messenger! I work the reeds, create straps and ropes!"

Starswirl gazed at her and found no lie in her voice.

"Th-they're not the best," she rasped, eyes darting back and forth as if she confessed a great crime. "It took me three hours just to get these ones right! Everypony at the warehouse is having a hard time."

"Clover, your work is with me," he said, trying to sound more patient than he felt. "You study magic, advise Princess Platinum. Those are your duties."

"Study...under Starswirl?" she gasped, eyes narrowing. "And the Princess? What are you talking about?"

By now a sizable crowd of ponies had gathered around them. Some glared with their ears lain back, and so Starswirl finally stepped from Clover. She rose, keeping an eye on him should he toss her down again. Starswirl looked her over as she tried to pull her cloak over her scuffed-up coat, and his eyes landed on her mark of adulthood.

Three braided ropes twisted around each other, plain and brown. They had completely replaced two four-leaf clovers with three stars around them. Starswirl shrieked shortly and backed away.

"Your mark..." he gulped. "Clover, your mark!"

She glowered at him and yanked her cloak securely over her body, shadowing the mark.

"They say you are a great and wise unicorn," she grumbled, "but you're just a freak that likes to make trouble."

She lifted her braids in her red-sore mouth and plodded away. Starswirl's jaw hung, his heart shattering, and he swung his head around to take in the dispersing ponies. Some of them he knew by name, and he found their haunch marks had changed as well. Everyone's mark of adulthood had changed. None of them attempted to approach him, and he suddenly felt quite alone.

Starswirl made a mad dash throughout Ponytown, inquiring after ponies he knew. All of their talents and destinies had changed. They claimed they had always done what they were doing, ever since their marks first manifest. Even as he spoke with ponies, he saw the Equestria founded three years ago falling into ruin. No one was tending the fields properly, nopony was controlling the weather properly, not one pony interacted naturally with their friends or family as it should have been. Ponies were starving and fighting with one another. Others tried to band together, and many of those left Ponytown and the valley. The three leaders that had founded Equestria had vanished completely, said to have left Ponytown to follow their destinies.

Near the end of the day, Starswirl left Ponytown and sat next to a poorly worked field, where a single pegasus was pulling up weeds from one section and planting them in another.

"What have I done?" he said. He bowed his head, and the tears began to flow. "Celestia, Luna, what have I _done?"_

Nothing was as it should have been. Nopony was as they should be. They had changed completely. They knew of him, but didn't know him. He knew them, but knew that his spell, the final great act of his long life, had brought this ruin upon them.

"I just wanted to help," he choked. He watched the pegasus, one of his countless victims, sit in the mud to catch her breath; she sobbed over the mud and weeds in her mouth. Only moments later, that sorrow rang from the town, and a chorus of howls and yelling and crying sounded. It was the song of utter misery.

Starswirl forced himself to be still, to listen to the consequence of his good intentions and his ill actions. He had not matched the two as it should have been. He lifted his journal from his bag with a hoof, using the lip of his hat to protect it from the rain, and opened it to the last page.

His eyes darted over that last line. Part of his soul screamed at him to fix it, to fix everything. But he had no clue how. Everypony he had ever known was gone; they may as well been dead that day. All his friends were gone, and he meant nothing to them.

Starswirl tried to ponder a solution as he tucked the journal away into his satchel, safe from the weather. However, his thoughts drowned in despair. His heart lay in pieces in his chest, and his mind was weary with age and emotion.

The old unicorn stood and cast the saddlebag from his body, along with his hat and cloak. They splashed on the side of the road, the jangling bells choking against the rain. Starswirl bowed his head against the storm and headed west.

…...

Starswirl considered himself the father of many spells and philosophies that had helped ponykind. He never knew he would become a father of chaos as well.

He let his hooves carry him towards oblivion. He passed towns and cities and kingdoms. Everywhere everypony had changed. Wars and divisions were rampant. Confusion was emperor of all Equestria.

Starswirl ate a little grass now and then, and drank some water at passing streams. He didn't know why he kept himself alive; he would have much preferred the peaceful bliss of death. However, he clung to one hope: the alicorns. The alicorns could fix this, even if they punished him with death. He searched everyday for signs of them, but being so old, he could not travel as fast and light as he would have liked, and his search was slow.

One day he came upon a chasm in the land, and he stepped to its lip with a distant curiosity. Since leaving the valley, he had seen many strange and awful things, but nothing like the chasm.

The rift seemed to open to its own narrow night sky, and random blocks of color floated through it, some as large as houses, some as small as he. Starswirl stared and wondered if he was hallucinating. He spotted several cottages and ponies twirling helplessly through the space. One caught sight of him and opened his mouth, but no sound came.

One of the blocks turned, and he spotted a hideous creature spread languidly across its surface. It had a long, serpentine body with a horse's head. Each of its six limbs belonged to a different creature, including the wings. Two different horns swept back from its crown, and a single long fang stuck out like a barb from its grin.

"Beautiful, isn't it?" sounded a voice next to his ear.

Starswirl sidled to the side and suddenly found the chimera at his side, leering down at him with its uneven, bloodshot eyes. On all fours it stood a pony above him, but it reared up and spread its wings, one feathered and one leathery.

"The smell of chaos woke me and I couldn't help but have a little fun while at it," it laughed. It snapped its clawed fingers, and Starswirl felt a sudden absence on his chin. He gasped and backed away, trying to look at his beard, but there was nothing there. His beard appeared next to the chimera, and it gently attached the beard to its own chin.

"Oh I love the style," it hummed. "Very soft."

"Give it back!" Starswirl barked, stomping a hoof.

"Why? You don't have to shave anymore; I'm doing you a favor." It jumped into the sky, its wings thrumming, and it circled around once. "A world fresh and weak. Thanks to you––Starswirl, is it?––I can enjoy the coming years playing with the ponies."

Starswirl watched the beast, lips twitching. How dare it treat him with such ill-manner; Celestia herself had marked him with that beard, a sign of her divine favor.

"But you didn't need to bother coming here to tell me all _that," _it went on, arrowing down towards him and grabbing his ears. He wheeled as the beast shrunk and straddled his back, and he bucked weakly.

"Get off!"

Starswirl stopped soon, breath lost. The beast leaned on its elbows between his ears.

"No, another pony came and told me all that as I broke from the void," it said, lost in its own thoughts. "Funny thing was that it was an alicorn. Those things don't like a good conversation...except the black one."

The creature vanished with a flash and reappeared at its full size over the chasm. A thrum started in its chest, and then exploded into a wicked laugh.

"I am Discord, spirit of chaos, and soon, ruler of Equestria!" he boomed. Pink clouds swirled into the sky, and white rain poured from them. Milk. Starswirl shivered at such an abomination and summoned his aura. Perhaps he could get a good blast at Discord, enough to fatally injure it.

Before he could focus any further, the land beneath him jumped up, making his knees buckle. Other chunks of land floated around him, carrying trees and houses and ponies, and he felt his island tilt suddenly. He fell through the air and towards the chasm, watching the other islands tip upside down, become enveloped with bubbles, and sport psychedelic checkered patterns.

Starswirl focused once more and transported himself back to whatever normal land remained, and then turned towards Discord, who still hovered in the sky laughing. Starswirl's horn lit, and a bolt of white magic sluiced through the air and across Discord's throat. Discord grunted and wheezed, his wound quickly healing from whatever dark, unnatural power he possessed. He turned to Starswirl, all amusement gone.

"You want to play unfair, unicorn?" he growled. His mouth split open, pointed teeth glistening. "I'll show _you _unfair! I will show all of Equestria _unfair!"_

Discord teleported himself and reappeared, throwing himself against Starswirl. They thrashed and kicked as they rolled into one of the holes left from a floating island. Starswirl screamed as a talon seized his horn and snapped it in half.

He went into a freezing pain, his muscles clenching and his eyes watering. Discord jumped up, holding the old spiraling horn like a trophy.

"I have more important business to attend to than a crippled unicorn," Discord announced. The end of its tail snapped its fingers, and the earth under Starswirl began rippling in square blocks. He grimaced at the movement, trying to stand. He quickly cast his eyes about before closing them. Discord had gone. He reached for his magic, the most natural thing for a unicorn to do, but it only caused his stump of a horn to burn so much he crumpled to his front knees.

He finally made it to stable land, although the land was a dizzying mixture of bright red and blue, and the sky was pink with an endless matting of the milk clouds.

Starswirl's body and mind could no longer take it. He let himself collapse for the last time amid a landscape of chaos, and nothing around him took note of the passing. His eyes closed, and he saw the stars across the night sky singing to him. But amid their singing, they wept, and that first star sobbed a phrase to him.

_Beware of chaos!_


	5. Chapter 4 - The Return

Era of Chaos 930

Equestria

When Celestia saw what had happened to Equestria and the sacred vale of the Wilds, she cried for the first time since becoming an alicorn.

Celestia and Luna had spent many centuries in the Frozen North, helping their fellow alicorn Prince Gem Sparkle and his family establish a kingdom of harmony and peace. They had feared the Dark One would come that way, and it was that fear that had kept them from Equestria, an Equestria they thought would at least remain balanced and under control by its ponies.

It was not to be.

Celestia and Luna navigated Equestria from the northwest, heading east to the beautiful vale they had one day planned to establish their own kingdom in. Over a thousand miles had been ravaged with random landscapes and abnormalities that caused confusion and misery to the pony inhabitants. It was all these mortals could do to eek a living off of a land that could turn from dirt to cement in the blink of an eye. Something was not seeking to destroy them, but just letting them survive. Just.

The alicorn sisters flew the entire way; they dared not set hoof on Equestria lest boiling pools of pudding or checkered fields so common across the heartland appeared suddenly. Only Celestia's tears reached what used to be earth and forest and stream. She wept for the ponies that screamed for peace, that begged for it all to stop. Even Luna, stoic serious Luna, cried over the injustice.

"We have waited too long to plant our hooves, sister," Luna finally cried out to her as they passed over a field of flattened houses with ponies weeping over their homes. "We have waited too long to establish a kingdom!"

"It was not our fault," Celestia tried to sooth. She could sense the vale near; whatever had caused this ruin had left many of the mountains intact, at least, and they were growing thicker. "Our time has come, Princess Luna. Hold to your faith."

They winged into the canyons, and these soon opened up into what had been a beautiful vale with rolling plains and a great river and a peaceful, untainted breeze. Celestia and Luna reared in their flight to a hover, gazing at the horror below them.

The entire valley was covered in layer upon layer of haphazard buildings and layers of earth checkered and shot through with glass and bones. Fish flew through the air, and birds floated helplessly in a lake of egg-yolk at the center of the vale. The only thing that seemed intact was the Everfree forest, wild and free. Celestia and Luna didn't see anypony until they looked to the mountainside, where hundreds upon hundreds of ponies toiled in a quarry.

Luna closed her eyes, and her blue aura hummed about her horn. Celestia felt the spell sweep across her and towards the valley.

"All the ponies are at the quarry," she reported. "And sister...there is something else there too. Something wrong."

Celestia took a closer look at the huge city. Such chaos, such a horrible living situation. She saw no water, no food. There was no kindness here.

Only chaos.

The Princess of the Sun felt a flood of righteous anger in her breast, and her eyes glowed with unearthly power.

"Luna, this must end," she said. Her voice was quiet, but it echoed with her bridled might.

The sisters turned to the quarry, the wind roaring over and below their wings. The chaotic presence sensed them seconds before their arrival, and he reared up against the glare that surrounded Celestia and Luna. They flared and hovered above the ground, drawing more than a few pony eyes to themselves.

"And _who _are you?" Discord demanded with a grin. "Be quick about it! I'm missing out on some great _fun _here!"

He snapped the fingers of his paw, and half of the quarry became an avalanche of cream, burying several dozen ponies. They writhed out gasping and weeping.

"We are Celestia and Luna," Celestia boomed. A great wind blasted from her voice, and the ponies braced themselves against the stone. "You are Discord, master of chaos, and you must go!"

Discord stroked his beard, considering.

"What will you do to me?" he asked. "Anything you throw at me, chaos just turns back on _you!"_

"You have been given your choice!" Luna roared. "Leave, or pay the consequences for your insolence!"

Discord guffawed, falling on his back and kicking his legs. While he did, sparks appeared around Celestia and Luna. Celestia eyed those nearest to her, and blinked when they flashed. She suddenly found herself falling. Her body crashed into the checkered earth, and she found her feathers webbed with thick, yellow-green sap. Luna had endured a similar punishment, and both climbed to their hooves.

Luna pawed at the ground, but Celestia gave a whinny to her and galloped towards the forest. A cloud of furious steam escaped Luna's nostrils before she followed her sister. As the ponies watched on with slack jaws and slowly streaming tears, Discord continued his uproarious laugh that echoed after Celestia and Luna until the trees of Everfree swallowed them.

…...

1-51 After Chaos

Equestria

Discord received his due. It was only a matter of time before Luna and Celestia learned of the Tree of Harmony from pony-folk in the Everfree forest. They had gazed upon its sacred visage and with utmost respect removed the Elements from its body. There was an understanding between the alicorns and the Tree, both beings of harmony. Armed with the fruit of the Tree, the sisters faced Discord and smote him with the elements, turning him into a much more harmonious stone statue.

Luna, as Celestia, had always desired harmony. However, she had not understood at first why Celestia had run so quickly from that first fight, not understood why Celestia didn't harness the power of the sun and blast Discord into charred bits. Luna had been tempted to use the moon's power in such a manner, but she followed her older sister's lead, as always, and kept questions to herself.

The abnormal pink skies turned blue. The landscape turned from a game-board for a beast of chaos into a barren land, but not so barren it couldn't be cultivated. Ponies everywhere bowed knee to Celestia and Luna, Princesses of Sun and Moon, and they didn't stop them. They needed leaders in these urgent times, and Luna was more than welcoming to ponies who called her their Princess.

Celestia organized the ponies over the thousands of square miles of Equestria, starting in the valley of what used to be the Wilds. Celestia, Luna, and hundreds of ponies built a castle in the Everfree Forest, above the Tree of Harmony, that would become the temporary heart of their kingdom.

Luna and a group of pegasus scouts took to the mountains to scour for any stragglers or abandoned settlements. It was there she located the observatory of Starswirl the Bearded.

Luna opened the hidden stone portal and explored the dusty but untouched tomb of knowledge. Luna did not remember who Starswirl was until she found a fading portrait of him on a wall: a blue-gray unicorn with a white beard, dressed in a hat and cape lined with golden bells. Images came then of the young colt in the Wilds, of one Celestia blessed with knowledge and power.

She located his desk, and upon it was a cracking leather bag and a book that didn't seem to have been affected by the passing moons.

Luna flipped the cover open with her aura and found a note that had been protected in the journal's binding:

_To whoever keeps this journal,_

_I found this on the road, abandoned, along with some of his clothes. I knew it belonged to Starswirl, and so I brought it up here until he came back. I'm sure he'd appreciate it being safe. It contains some of his most powerful spells, no doubt!_

Unsigned. Luna felt a shiver run down her back. She tucked the book into her own saddlebag and resumed the search with her team.

…...

On a rest day for the Princesses and their subjects, Luna approached Celestia with the journal of Starswirl the Bearded in their study. They reclined on large, soft pillows, evening light filtering through the beautiful stain-glass windows.

Celestia's golden aura lifted the journal, and she flipped through the pages, her pink eyes dancing across the words. Luna watched her, eyes intense as she waited for some sort of revelation. Celestia gazed on the last page for a few moments before she set it on the reading pedestal at the center of the room, and then looked at Luna, brows furrowed. Luna sighed.

"There were some books, but most were burnt beyond reading," Luna reported. "From what we could gather, though, Starswirl became great among his people, just as your prophesied, sister."

Luna glanced towards the window, and she lashed her flowing tail once.

"Nopony knows what happened to him," Celestia said, also looking at the window. "It is unfortunate...but there is peace now. Whatever happened to him...whatever his last spell means, only time will tell." Celestia stood and caught Luna's gaze. "To you, my dear sister, I entrust this journal. Keep it hidden and safe. It holds a power that I fear nopony yet has the strength to wield."

Luna nodded and also rose as Celestia left the chamber to set the sun. Luna stared at the brown cover with its blue embellishments of lines and stars, her blue aura humming into life. It hugged the old book, all that was left of Starswirl, and Luna felt both honored and compassionate towards the little tome. She carried it with her as she too went to greet the evening and raise the moon.


End file.
